8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2023

J.B. HUNT TRANSPORT SERVICES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Arkansas	0-11757	71-0335111
(State or other Jurisdiction of	Commission File Number	(IRS Employer
Incorporation or Organization)		Identification No.)
615 J.B. Hunt Corporate Drive
Lowell, Arkansas	72745	(479) 820-0000
(Address of Principal Executive Offices)	(Zip Code)	(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	JBHT	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02.     COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 18 and 19, 2023, our Board of Directors, through either our Executive Compensation Committee or our independent directors, as applicable, approved the following base salaries.

John N. Roberts III	CEO	$	1,000,000
John Kuhlow	CFO, EVP	$	525,000
Shelley Simpson	President	$	800,000
Nicholas Hobbs	COO, President of Contract Services, EVP	$	675,000
Darren Field	President of Intermodal, EVP	$	575,000
Kirk Thompson	Chairman of the Board	$	446,250

In addition, on January 18 and 19, 2023, our Executive Compensation Committee and independent directors approved and adopted a new performance-based annual cash incentive program for our named executive officers that is related to the Company’s operating income for calendar year 2023 (the “2023 Company Bonus Plan”). According to the 2023 Company Bonus Plan, our named executive officers will be eligible to receive a single cash bonus payout based on the Company’s reported operating income for calendar year 2023 relative to budgeted operating income. John Roberts, as CEO, and Shelley Simpson, as President, may earn a bonus ranging from 15% to 185% of their annual base salary, with a targeted bonus amount of 105% of annual base salary. Each other named executive officer may earn a bonus ranging from 15% to 160% of their annual base salary, with a targeted bonus amount of 80% of annual base salary. The actual bonus payouts will be based on the Company’s achievement of a range of annual operating income for calendar year 2023 of 85% to 115% of budgeted annual operating income, with no bonus being paid unless the Company achieves actual reported operating income of at least 85% of budgeted operating income and the maximum bonus amount being paid upon the Executive Compensation Committee’s certification that the Company achieved actual reported operating income of at least 115% of budgeted operating income. The targeted bonus amount will be earned if the Company’s achieves 100% of budgeted operating income for calendar year 2023.

A summary of our compensation arrangements with our named executive officers and our Chairman of the Board, excluding awards which may be made under our Management Incentive Plan, is attached as an exhibit to this Form 8-K and is incorporated by reference into this report.

ITEM 5.03.     AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On January 19, 2023, our Board of Directors approved and adopted Amendment No. 2 to the Second Amended and Restated Bylaws (the “Bylaws”) of J.B. Hunt Transport Services, Inc. (“we” or the “Company”), effective immediately. Amendment No. 2 to the Bylaws updates the advance notice of shareholder nominations and proposals provision of the Bylaws to: (i) require that a shareholder’s written notice to the Company that such shareholder intends to propose a nominee for director must include a representation whether the shareholder intends to solicit the holders of shares representing at least 67% of the shares entitled to vote on the election of directors in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) require that a shareholder who solicits proxies in support of director nominees other than the Company’s nominees must comply with Rule 14a-19 under the Exchange Act; (iii) provide that the shareholder’s nominees will be considered null and void by the Company if such shareholder provides notice pursuant to Rule 14a-19 and subsequently (A) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 or (B) fails to comply with Rule 14a-19; (iv) provide that the Company may request evidence from a proposing shareholder who has provided notice under Rule 14a-19 that such shareholder has met the requirements of Rule 14a-19; (v) address the color of proxy cards reserved for use by the Company; and (vi) make certain other related clarifications and updates.

The foregoing description of Amendment No. 2 to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

3.1 Amendment No. 2 to the Second Amended and Restated Bylaws of J.B. Hunt Transport Services, Inc., dated January 19, 2023

99.1 Summary of Compensation Arrangements with Named Executive Officers.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 24^th day of January 2023.

J.B. HUNT TRANSPORT SERVICES, INC.
BY:	/s/ John N. Roberts, III
	John N. Roberts, III
	Chief Executive Officer
	(Principal Executive Officer)
BY:	/s/ John Kuhlow
	John Kuhlow
	Chief Financial Officer,
	Executive Vice President
	(Principal Financial Officer)

EX-3.1

Exhibit 3.1

AMENDMENT NO. 2 TO THE

SECOND AMENDED AND RESTATED BYLAWS

OF

J.B. HUNT TRANSPORT SERVICES, INC.

Adopted January 19, 2023

WHEREAS, the board of directors (the “Board”) of J.B. Hunt Transport Services, Inc. (the “Corporation”) deems it desirable and in the best interests of the Corporation, that the Second Amended and Restated Bylaws of the Corporation be amended as set out below, for the purpose of updating the provisions regarding advance notice of shareholder nominations and proposals to reflect the adoption of recent rule changes by the Securities and Exchange Commission regarding the use of universal proxy cards in contested direct elections.

NOW, THEREFORE, it is hereby:

RESOLVED, that Section 2.13 of Article II of the Second Amended and Restated Bylaws, as amended, of the Corporation is hereby amended and replaced in its entirety to read as follows:

2.13 Advance Notice of Shareholder Nominations and Proposals.

(a) Annual Shareholders Meetings. At a meeting of the shareholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be:

(i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any committee thereof;

(ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any committee thereof; or

(iii) otherwise properly brought before an annual meeting by a shareholder who is a shareholder of record of the Corporation at the time such notice of meeting is delivered, who is entitled to vote at the meeting, and who complies with applicable law and the terms and procedures set forth in this Section 2.13.

In addition, any proposal of business (other than the nomination of persons for election to the Board of Directors) must be a proper matter for shareholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder pursuant to Section 2.13(a)(iii), the shareholder or shareholders of record intending to propose the business (the “Proposing Shareholder”) must have given timely notice thereof pursuant to this Section 2.13(a), in writing to the Secretary even if such matter is already the subject of any notice to the shareholders or Public Disclosure from the Board of Directors. To be timely, a Proposing Shareholder’s notice for an annual meeting must be delivered to the Secretary at the principal executive offices of the Corporation: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than 30 days before and not later than 60 days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of shareholders, including in the event that no annual meeting was held in the previous year, not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of: (1) the 90th day prior to the annual meeting and (2) the close of business on the tenth (10th) day following the first date of Public Disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period). For the purposes of this Section 2.13, “Public Disclosure” shall mean a disclosure made in a press release reported by a national news service or in a document filed by the Corporation with the Securities and Exchange Commission (“SEC”) pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) Shareholder Nominations. For the nomination of any person or persons for election to the Board of Directors pursuant to Section 2.13(a)(iii) or Section 2.13(d), a Proposing Shareholder’s notice to the Secretary shall set forth or include:

(i) the name, age, business address, and residence address of each nominee proposed in such notice;

(ii) the principal occupation or employment of each such nominee;

(iii) the class and number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee (if any);

(iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act;

(v) a written statement and agreement executed by each such nominee acknowledging that such person:

(A)         consents to being named in a proxy statement as a nominee and to serving as a director if elected;

(B)         intends to serve as a director for the full term for which such person is standing for election; and

(C)         makes the following representations: (1) that the director nominee has read and agrees to adhere to the Corporation’s Code of Ethical and Professional Standards, Corporate Governance Guidelines, Insider Trading Policy, and any other of the Corporation’s policies or guidelines applicable to directors; (2) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; and (3) that the director nominee is not and will not become a party to any agreement, arrangement, or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement, or indemnification that has not been disclosed to the Corporation in connection with such person’s nomination for director or service as a director; and

(vi) as to the Proposing Shareholder:

(A)          the name and address of the Proposing Shareholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made,

(B)         the class and number of shares of the Corporation which are owned by the Proposing Shareholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Shareholder’s notice, and a representation that the Proposing Shareholder will notify the Corporation in writing of the class and number of such shares owned of record and beneficially as of the record date for the meeting within five business days after the record date for such meeting;

(C)         a description of any agreement, arrangement, or understanding with respect to such nomination between or among the Proposing Shareholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting;

(D)         a description of any agreement, arrangement, or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Shareholder’s notice by, or on behalf of, the Proposing Shareholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of such person or any of their affiliates or associates with respect to shares of stock of the Corporation, and a representation that the Proposing Shareholder will notify the Corporation in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting;

(E)         a representation that the Proposing Shareholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

(F)         a representation whether the Proposing Shareholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from shareholders in support of the nomination; and

(G)         a representation whether the Proposing Shareholder intends to solicit the holders of shares representing at least 67% of the shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act (including the names of all nominees for whom the Proposing Shareholder intends to solicit proxies).

The Corporation may require any proposed nominee to furnish a completed and signed directors’ questionnaire and such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. Any such update or supplement shall be delivered to the Secretary at the Corporation’s principal executive offices no later than five business days after the request by the Corporation for subsequent information has been delivered to the Proposing Shareholder.

(c) Other Shareholder Proposals. For all business other than director nominations, a Proposing Shareholder’s notice to the Secretary shall set forth as to each matter the Proposing Shareholder proposes to bring before the annual meeting:

(i) a brief description of the business desired to be brought before the annual meeting;

(ii) the reasons for conducting such business at the annual meeting;

(iii) the text of any proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment);

(iv) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such shareholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the business is being proposed;

(v) any other information relating to such shareholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder;

(vi) a description of all agreements, arrangements, or understandings between or among such shareholder, the beneficial owner, if any, on whose behalf the proposal is being made, any of their affiliates or associates, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such shareholder, beneficial owner, or any of their affiliates or associates, in such business, including any anticipated benefit therefrom to such shareholder, beneficial owner, or their affiliates or associates; and

(vii) the information required by Section 2.13(b)(vi) above.

(d) Special Shareholders Meetings. Only such business shall be conducted at a special meeting of shareholders as shall have been specified in the Corporation’s notice of meeting (or supplement thereto). Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders called by the Board of Directors at which directors are to be elected pursuant to the Corporation’s notice of meeting:

(i) by or at the direction of the Board of Directors or any committee thereof; or

(ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any shareholder of the Corporation who is a shareholder of record at the time the notice provided for in this Section 2.13(d) is delivered to the Secretary, who is entitled to vote at the meeting, and upon such election and who complies with applicable law and the terms and procedures set forth in this Section 2.13.

In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if such shareholder delivers a shareholder’s notice that complies with the requirements of Section 2.13(b) to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of: (x) the 90th day prior to such special meeting; or (y) the tenth (10th) day following the date of the first Public Disclosure of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the Public Disclosure of an adjournment or postponement of a special meeting commence a new time period (or extend any notice time period).

(e) Effect of Noncompliance. Only such persons who are nominated in accordance with applicable law and the terms and procedures set forth in this Section 2.13 shall be eligible to be elected at any meeting of shareholders of the Corporation to serve as directors, and only such other business shall be conducted at a meeting as shall be brought before the meeting in accordance with applicable law and the terms and procedures set forth in this Section 2.13. If any proposed nomination was not made or proposed in compliance with applicable law and this Section 2.13, or other business was not made or proposed in compliance with applicable law and this Section 2.13, then except as otherwise required by law, the chair of the meeting shall have the power and duty to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding anything in these Bylaws to the contrary, unless otherwise required by law, if a Proposing Shareholder intending to propose business or make nominations at an annual meeting or propose a nomination at a special meeting pursuant to this Section 2.13 does not provide the information required under this Section 2.13 to the Corporation, including the updated information required by Section 2.13(b)(vi)(B)-(D) within five business days after the record date for such meeting, or the Proposing Shareholder (or a qualified representative of the Proposing Shareholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation. For purposes of this paragraph (e), to be considered a qualified representative of the Proposing Shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at such annual or special meeting of the shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at such meeting.

(f) Rule 14a-8. This Section 2.13 shall not apply to a proposal proposed to be made by a shareholder if the shareholder has notified the Corporation of the shareholder’s intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

(g) Rule 14a-19. Notwithstanding the foregoing provisions of this Section 2.13, unless otherwise required by law, (i) no Proposing Shareholder shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Proposing Shareholder has complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including, without limitation, the provision to the Corporation of notices required thereunder in a timely manner and (ii) if any Proposing Shareholder (1) provides notice pursuant to Rule 14a-19(a)(1) and (b) under the Exchange Act and (2) subsequently (A) notifies the Corporation that such shareholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s director nominees in accordance with Rule 14a-19 or (B) fails to comply with the requirements of Rule 14a-19, then the Proposing Shareholder’s nominations shall be deemed null and void and the Corporation shall disregard any proxies or votes solicited for any nominee proposed by the Proposing Shareholder. Upon request by the Corporation, if any Proposing Shareholder provides notice pursuant to Rule 14a-19(a)(1) and (b) under the Exchange Act, such Proposing Shareholder shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19 under the Exchange Act.

(h) Proxy Card. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

DATED as of January 19, 2023.

/s/ Kirk Thompson

Chairman

ATTEST:

/s/ Jennifer Boattini

Secretary

EX-99.1

Exhibit 99.1

SUMMARY OF COMPENSATION ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS

On January 18 and 19, 2023, the Board of Directors of J.B. Hunt Transport Services, Inc. (the “Company”), through either its Executive Compensation Committee or its independent directors, as applicable, approved the following compensation for each of the Company’s named executive officers and for the Chairman of the Board. All base salaries are effective January 30, 2023. The following compensation excludes awards which may be made under our Management Incentive Plan:          

			All Other
	Base	Bonus	Compensation
Named Executive Officer	Salary	($)	($)
John N. Roberts, III
CEO	$1,000,000	(1)	(3), (4)
John Kuhlow
CFO, EVP	$525,000	(1)	(3), (4)
Shelley Simpson
President	$800,000	(1)	(3), (4)
Nicholas Hobbs
COO, President of Contract Services, EVP	$675,000	(1)	(3), (4)
Darren Field
President of Intermodal, EVP	$575,000	(1)	(3), (4)
Kirk Thompson
Chairman of the Board	$446,250	(2)	(3), (4)

(1) The Company has a performance-based bonus program that is related to the Company’s operating income for calendar year 2023 (the “2023 Company Bonus Plan”). According to the 2023 Company Bonus Plan, John Roberts, as CEO, and Shelley Simpson, as President, may earn a bonus ranging from 15% to 185% of their annual base salary. Each other named executive officer may earn a bonus ranging from 15% to 160% of their annual base salary.

(2) Kirk Thompson, as Chairman of the Board, is not eligible to participate in the 2023 Company Bonus Plan.

(3) The Company provides certain perquisites which are disclosed annually in the Company’s proxy statement for its Annual Meeting of Stockholders.

(4) The Company has a 401(k) retirement plan that includes matching contributions on behalf of each of the named executive officers. The plan is expected to pay each named executive officer approximately $9,000 during 2023.

XML

Document And Entity Information	Jan. 18, 2023
Document Information [Line Items]
Entity, Registrant Name	J.B. HUNT TRANSPORT SERVICES, INC.
Document, Type	8-K
Document, Period End Date	Jan. 18, 2023
Entity, Incorporation, State or Country Code	AR
Entity, File Number	0-11757
Entity, Tax Identification Number	71-0335111
Entity, Address, Address Line One	615 J.B. Hunt Corporate Drive
Entity, Address, City or Town	Lowell
Entity, Address, State or Province	AR
Entity, Address, Postal Zip Code	72745
City Area Code	479
Local Phone Number	820-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value
Trading Symbol	JBHT
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity, Central Index Key	0000728535